Chapter 3. LIMITED PARTNERSHIPS  


Article 1. General Provisions
Sec 29-301. Definitions
Sec 29-302. Name
Sec 29-303. Reservation of name
Sec 29-304. Specified office and agent
Sec 29-305. Records to be kept
Sec 29-306. Nature of business
Sec 29-307. Business transactions of partner with partnership
Article 2. Formation: Certificate of Limited Partnership
Sec 29-308. Certificate of limited partnership
Sec 29-309. Amendment to certificate; restatement
Sec 29-310. Cancellation of certificate
Sec 29-311. Execution of certificates
Sec 29-312. Execution by judicial act
Sec 29-313. Filing in office of secretary of state; acceptance
Sec 29-314. Liability for false statement in certificate
Sec 29-315. Scope of notice
Sec 29-316. Delivery of certificates to limited partners
Article 3. Limited Partners
Sec 29-317. Admission of limited partners
Sec 29-318. Voting
Sec 29-319. Liability to third parties
Sec 29-320. Person erroneously believing himself limited partner
Sec 29-321. Information
Article 4. General Partners
Sec 29-322. Admission of additional general partners
Sec 29-323. Events of withdrawal
Sec 29-324. General powers and liabilities
Sec 29-325. Contributions by general partner
Sec 29-326. Voting
Article 5. Finance
Sec 29-327. Form of contribution
Sec 29-328. Liability for contribution
Sec 29-329. Sharing of profits and losses
Sec 29-330. Sharing of distributions
Article 6. Distributions and Withdrawal
Sec 29-331. Interim distributions
Sec 29-332. Withdrawal of general partner
Sec 29-333. Withdrawal of limited partner
Sec 29-334. Distribution on withdrawal
Sec 29-335. Distribution in kind
Sec 29-336. Right to distribution
Sec 29-337. Limitations on distribution; treatment as income
Sec 29-338. Liability on return of contribution
Article 7. Assignment of Partnership Interests
Sec 29-339. Nature of partnership interest
Sec 29-340. Assignment of partnership interest
Sec 29-341. Rights of judgment creditor
Sec 29-342. Right of assignee to become limited partner
Sec 29-343. Power of estate of deceased or incompetent partner
Article 8. Dissolution
Sec 29-344. Nonjudicial dissolution
Sec 29-345. Judicial dissolution
Sec 29-346. Winding up
Sec 29-347. Distribution of assets
Article 9. Foreign Limited Partnerships
Sec 29-348. Law governing
Sec 29-349. Registration
Sec 29-350. Issuance of registration
Sec 29-351. Name
Sec 29-352. Changes and amendments
Sec 29-353. Cancellation of registration
Sec 29-354. Transaction of business without registration
Sec 29-355. Action by attorney general
Article 10. Derivative Actions
Sec 29-356. Right of action
Sec 29-357. Proper plaintiff
Sec 29-358. Pleading
Sec 29-359. Expenses
Article 11. Miscellaneous
Sec 29-360. Construction and application
Sec 29-361. Short title
Sec 29-362. Severability
Sec 29-363. Rules for cases not provided for in this chapter
Sec 29-364. Application to existing limited partnership; definition
Sec 29-365. Effect of enactment on accrued rights
Sec 29-366. Fees
Article 12. Limited Partnership as Limited Liability Partnership
Sec 29-367. Limited partnership as limited liability partnership
Article 13. Mergers and Other Restructuring Transactions
Sec 29-368. Definitions
Sec 29-373. Effect of transaction; definition